City of Terror! Recipe for Madness?
by darkruler64
Summary: Years after being banned from the DWMA, Professor Crane and his partner, the Joker return with plans to unleash fear and madness into Death City on Halloween night!
1. Chapter 1

Stein hacked, kicked, and shoved his way through a maze of corn. His mission was to investigate Kishin-egg activity reported in an abandoned hospital in the New England countryside, but what was all this corn doing here? As he reached an opening in the maze, a flock of crows swooped down and began pecking and clawing at his face, one even managed to crack the left lens on his glasses.

"Damn!" he growled, swatting the crows away.

As he made his way to the entrance of the hospital, he was confronted by what were once men; there were five of them, every inch of their disfigured bodies were covered in crudely stitched orange jumpsuits and they had pitchforks for hands. One of the fiends tried to skewer him but he grabbed its pitchfork and plunged it into another one's face. Two more leapt at him, but he rolled under them and discharged his soul-force into the backs of their necks. He then plunged the scalpels he had concealed in his sleeves into the remaining one's chest. Their bodies all dissolved into black smoke, revealing their kishinized souls, which he sliced into pieces. He shoved the hospital doors open and cautiously made his way through.

All of the rooms were empty, but he had a feeling there was still work to be done. As he got up the stairs and into the sanatorium, he could sense an eerily familiar wavelength coming from below. He spotted an elevator, which was surprisingly still operational and entered. As it descended, he thought he could hear screaming coming from below. Finally, it came to a stop and the door slid open to reveal a corridor and at the end was an operating room. It was full of people, doctors from the looks of it. They were all screaming hysterically and clawing their arms and faces. One of them slammed his head against the glass in a frantic attempt to escape and his face was sliced open. Stein smashed the glass and leapt into the room but it was too late, they were all dead. Out of the corner of his eye, Stein saw something darting down a nearby corridor. As he climbed out of the room, he found that it was becoming harder to breathe and he was starting to feel drowsy. As he continued to drag himself down the corridor, he heard something that made his heart jolt.

"Steeein…"

It was Spirit's voice and it was coming from beyond a vent in the wall. He ripped the grate off and crawled through the vent as fast as he could. When he got to the other side, he kicked the other grate loose, crawled out and saw Spirit lying against the wall with rats munching on his face. The rats fled as Stein approached his dead comrade. He stared down at him for a few moments and proceeded down the corridor, there was a large sign on the wall that read MORGUE. He followed the corridor until he got to a large pair of doors. He pushed the doors open with great effort. The morgue was dark and full of mist and there were ghostly voices whispering, but he could not understand what they were saying.

He reached for the light switch and flipped it, but no lights would come on. His vision became darker and darker and when it came back, he found himself standing outside the morgue; he had never actually gone in. He pushed the doors open, flipped the switch and the lights came on, though they were quite dim and were flickering. In the center were three body bags, two of which were squirming slightly. He approached the first one and reached for it slowly, his arm shaking somewhat. He unzipped it and saw the corpse of Marie, the woman to whom he owed his life and his sanity. Her once fair skin was now grey and moldy and her visible eye was glazed white.

"I waited…and waited…" she rasped softly, continuing to stare into infinity.

He backed away from the woman he loved and failed to save and bumped into the second body bag. He ripped it open to reveal Crona, who he had begun to care for like a son. Crona was ashen and had blank eyes like Marie; every inch of his face was covered in bite marks.

"Don't…leave…me…" he whispered.

Stein forced himself to turn away from Crona and went to the third body bag, wondering who was inside it. Perhaps it was his best student, Maka, or Lord Death who never fully recovered from his battle with Asura. He saw that the bag was unzipped and reached down to pull it open, but the body inside sprang to life. It wore a dull brownish orange hood over a burlap mask which looked like a jack-o-lantern…or a scarecrow. Before Stein could make a move to defend himself, the stranger plunged a syringe into the side of his neck. He tried to shake the stranger off but had little strength and so he fell to the floor when the stranger finally released him.

His vision was blurry and he now saw the world through an orange veil. The stranger was gone and the whole room was shaking and filled with high-pitched, manic laughter.

"**Welcome, old friend." **said a deep and distorted voice. **"WELCOME TO MY WORLD."**

Stein struggled to get on his feet and saw that the morgue was in ruins, the roof was missing, and it was floating in a cloudy void. Large sections of it began to break away so he made a running leap and grabbed a hold of the edge of the nearest section. He pulled himself onto it, looked up and saw the masked stranger, who was now a giant. He ducked behind some cabinets to hide from the stranger's piercing gaze. When his gaze shifted, Stein dashed forward and leapt to another floating section of the ruined morgue.

"**Everything you see is under my control!" **said the distorted voice.

Stein dropped to the floor just in time to avoid the stranger's gaze. When the stranger moved from this vicinity, Stein got up and ran as he heard the stranger begin lifting chunks of the morgue up to look for him.

"**You cannot hide from me, Stein." **he growled. **"You cannot escape from fear!"**

Stein felt like easy prey; any moment now, this fiend would find him and do god knows what to him. He couldn't help imagining the worst. Then he saw it, an exit! He could see light coming through the door.

"**There you are…"**

Stein's heart jolted again. He dove toward the door, smashed it open, and his vision was flooded in white light. When it cleared, he found himself back in the morgue which was just the way it should be. He got up and saw no sign of the stranger. He looked at the corpses in the body bags and saw they they were people he did not recognize. He then left the morgue, went down the corridor, and saw that it wasn't Spirit he saw lying dead, it was someone else he didn't recognize. Whatever that masked man did to him had affected him more than he thought. But who was he, and how did he know Stein? When Stein first sensed his wavelength he knew he had sensed it before. That voice, distorted as it was, also sounded familiar. He racked his brain for a minute and then he knew exactly who it was.

"So you're back…after all this time." Stein muttered.


	2. Chapter 2

Sid was waiting in the Nevada desert for a serial killer. He had butchered one hundred people, eaten their souls, and made a mask out of skin he cut from their bodies. He abandoned his humanity, was now part Kishin, and needed to be slain like the rest. When the killer was right on top of Sid, he burst up from his hiding place underground and grabbed him. The killer dropped the chainsaw he was carrying and tried stabbing Sid in the side with a large meat cleaver he carried, but it was no use, Sid was a zombie and thus could not be harmed so easily.

"It's all over, Eddie. Time to die." he growled as he ripped the killer's head off.

The killer's head and body dissolved into black smoke, revealing a Kishin-egg, which Sid fed to his partner, Nygus.

"Hey, Sid."

They turned around to see Stein dragging himself toward them. He looked exhausted.

"Hey, Stein. You okay."

"Yeah…just ran into an old friend." Stein panted. "Remember Jonathan Crane?"

"Oh yeah. I remember." Sid snarled.

"He's up to his old tricks again." said Stein. "He injected me with some kind of hallucinogen. I've been fighting it for days."

They took Stein hastily up to the dispensary where Nygus treated his blood. After resting for about a day, he asked to see Crona first.

"Hey, kiddo." he said, sitting up. "Still having nightmares?"

"It's not so bad." said Crona; his once tortured face was now bright and youthful. "Were you having nightmares, sir?"

"You could say that."

Marie was the next to see Stein, followed by Spirit and Lord Death, who he told about his encounter with Crane in the old hospital. Crane was once a brilliant student. He was a scythe, not dissimilar to Spirit. He acted like a collected and well-behaved boy, but he had an obsession with inducing fear in others, Stein was one of the few students he could never frighten in the slightest and that frustrated him. Then there was his meister, known only as **J**, he was Stein's first enemy. **J** was without a doubt the worst trouble maker in the history of the academy, always pulling horrible pranks and picking fights for his enjoyment. He seemed to fear no one, not even Lord Death. He disappeared during his senior year and was not seen or heard from since. Crane graduated and became a professor of the history of madness, but was exiled when he was caught performing inhumane experiments on the students. He too was never seen or heard from again, until now.

"I see…this is most unsettling." said Lord Death.

Stein got up and headed for the door.

"Where do you think you're going?" Lord Death demanded.

"To settle with Crane, of course." said Stein.

"Don't get too full of yourself." Death insisted. "You may have survived last time, but what if that partner of his is with him now? Take Spirit or Marie with you."

"It'll be alright." said Stein with a grin. "Sid'll be with me."

Stein knew what those too were capable of and did not want Marie or Spirit anywhere near them.

"You ready Sid?" he asked as he passed Sid in the hall.

"Yeah, but do you even have any leads? Do you have a plan of **any** kind?"

"Sorry, no." Stein admitted with a chuckle. "Just my gut."

"I guess that'll have to do." Sid sighed.

Crane failed to break Stein again. They were bound to run into him sooner or later. Crane and **J **had escaped justice long enough. It was time to put an end to them before whatever schemes they had were realized. Little did they know they were being followed.

* * *

Quickly and cautiously, Black Star pursued Sid and Stein. Whoever or whatever they were after must have been of great importance. Maybe it was a powerful enemy like a witch or an aspiring Kishin. If they screwed up, he'd be the one to take care of whatever it was. He'd given up his more dangerous ambitions the moment he took the oath to save the Nakatsukasa family from damnation and despair, but this may have been the last chance he'd ever get to do something really stupid and he couldn't pass it up.


	3. Chapter 3

Rain fell upon Stein and Sid like icy needles as they approached an abandoned train yard, but they could not be deterred. Stein could sense **J**'s madness coming from deep within and were determined to end him once and for all. They peered around a corner and saw dozens of men in deep purple jumpsuits with clown makeup; they were all human, but Stein sensed two strong Kishin-eggs on this property.

"Hello again, boys! Joker here!" a high-pitched, clownish voice piped up over a loudspeaker.

"Joker, huh?" Stein whispered.

"A fitting name, I guess." Sid grumbled.

"You'll be pleased to know that a new prisoner has just arrived for your enjoyment. The more educated among you may know him as the holy sword, Excalibur. Please ensure he receives the welcome he deserves." Joker added with a sickly cackle.

A door slid open and a huge guy came out holding a tied up and beaten up Excalibur. He tossed Excalibur onto the ground and the thugs all gathered around him.

"I had to do a two page report on you for school before I dropped out." one of the thugs growled. "Now yer gonna pay."

"Get away from me, you animals!" Excalibur cried.

"Oooh, I thought you'd learned not to talk back." another thug said, cracking his knuckles. "Looks like we're gonna have ta teach ya again."

"No, please…No-o-o-ooo!"

"Should we help Excalibur?" asked Sid.

"Nah," said Stein. "He knew what he was getting into…probably."

While the thugs were busy pounding and pummeling Excalibur, Stein and Sid made their way stealthily through the train yard, trying to find the source of Joker's voice. Stein spotted a warehouse and they decided to have a look inside.

"You actually fought him, didn't you?" Sid asked.

"Yeah, a few times. I don't know what he can do with his weapon, but he was a strong, nimble fighter and he could discharge his wavelength into people, like I do. Not that it'll help him now."

As they approached the warehouse, they could hear giggling inside.

"We got him." Sid snarled.

Together, they kicked down the door and charged inside to find that it was empty, save for a single camera in one corner and a loudspeaker in the other.

"Well, look who decided to show up!" Joker spat over the loudspeaker. "I haven't seen you guys in…how long has it been? Hmmm…Aw, what the hell? We'll have time for a cozy catch-up later! Get down there, boys! Rough em' up a little, but not too much."

At that moment, thugs began dropping down from a balcony above. Sid dealt with the first wave and Stein took care of the second just as easily.

"Ladies and nonladies, let's give a great big hand to the Abramovici brothers!" Joker blabbed on. "It's not like they couldn't use one!"

Two huge one-armed men then dropped down. One wore Clown makeup and orange pants and carried a large hammer; the other was covered in tattoos, wore fatigue pants, and carried a large sickle. Stein could sense that their souls were Kishin-eggs, and the thugs he and Sid had just dealt with were getting back up.

"That does it, we can't afford to hold back," Sid growled. "Not if we want to catch Joker!"

The two of them began stepping up their attacks, no longer worried about killing their targets. Sid slammed two thugs' heads together and hurled them into a group of others. Stein jumped onto the hammer-wielding Abromovici's back and discharged his soul-force into his head, while Sid threw the other one into the corner, breaking the camera. They then ran out of the warehouse.

* * *

Black Star crept through the old train yard. He'd lost track of Sid and Stein, but that was alright, he just wanted to find this Joker character before they did. He kept creeping along until he spotted something that really stood out here, a small purple and green circus-style tent.

"_This Joker guy must be an idiot!" _he thought. _"It's like he __**wants**__ me to find him!"_

He crept up to the tent, peered inside and saw a tall lanky man in a purple pinstripe suit eating a bowl of Kruncho Cereal.

"YAHOOO!"

"What the…?"

Black Star charged forward and tackled the man.

"I am the great Black Star and I am here to assassinate you! Ha ha ha!"

"It's not an assassination if you've been seen, bozo." the man in purple groaned.

He had pasty white skin, acid green hair and eyes and a mouth stretched into a permanent grin. He **must** have been the Joker!

"Looks like I'm gonna have to teach you some manners, kiddo." he said in his obnoxious voice.

Black Star wasted no time throwing wild punches and flying kicks, but the Joker ducked, bended, and cartwheeled away, he was toying with him! This made Black Star's frustration grow.

"What a great workout!" Joker jeered. "I feel like that gay fitness guy!"

He leapt over Black Star in a leap-frog fashion and kicked him hard in the backside, sending him flying out of the tent.

"I know why you call yourself `Black Star'!" Joker taunted. "You'll never shine in a million years, kiddo! Not until you've had lessons from me…he he!"

"SHUDDUP!" Black Star roared. This guy was really pissing him off now.

He tried to put Joker in choke hold, but Joker slipped away, grabbed Black Star's hand and discharged his wavelength into him. It was twice as bad as Stein's; Joker's wavelength was so full of madness that not only was black Star's every nerve on fire, but he felt disoriented and confused. He started swaying like a drunkard spouting nonsense.

"I hate…clowns. I wanna…pillow-fight you…"

Joker began laughing up a storm.

"I wanna see some…sexy jutsu…"

"You're a barrel of laughs, kiddo! But I have places to be an' people to slay!"

When the madness wore off, Black Star came back to his senses, only to find himself staring down the barrel of an oversized revolver.

"No quiet exit for you…it'll be quite loud." Joker rasped, sounding much more menacing now. "But I'm sure that's how you want it."

There was a deafening bang and Black Star got a face full of green gas. He staggered back, coughing and gasping but then fell back, out of control with laughter.

* * *

Stein and Sid rushed into the tent where they heard the hysterical laughter and were shocked to see that it was coming from Black Star. He was on the ground, thrashing wildly and laughing like a maniac.

"Black Star! What's the matter?" Sid asked.

Black Star could not answer; he was beside himself with laughter. His lips were now blood red and his face was turning green, Stein could see the veins in his neck.

"It's some kind of toxin." said Stein. "We need to get him to my lab…now!"

Stein cursed himself and he cursed Joker as he led Sid back toward Death City with the out-of-control Black Star in his arms.


	4. Chapter 4

Tsubaki sighed as she watched the rain pounding against the cobblestone streets of Death City. She was hoping to spend her day off with Black Star, but he was nowhere to be found so she decided to grab her raincoat and umbrella and go out to look for him. While she was out, she spotted Maka, who was shielding a bag of groceries from the rain. She rushed over to her friend and held her umbrella so it covered the both of them.

"Oh! Thanks, Tsubaki!"

"Maka, you haven't seen Black Star, have you?"

"No, I haven't. Maybe he's getting into…THERE!"

Maka pointed across the street and saw Stein rushing off a bus, accompanied by Sid (who had Black Star in his arms) The two of them rushed toward Stein's house and Tsubaki and Maka hurried after them. They burst into Stein's house and rushed into the lab where Sid was holding down Black Star (who was giggling uncontrollably) while Stein tried to get a syringe into him.

"Professor!" Tsubaki gasped.

"Not now, Tsubaki."

"What's goi…"

"Tsubaki, please!"

Stein finished injecting whatever it was into Black Star and he stopped giggling and started dozing off. Stein sighed with relief.

"Black Star had a run-in with an old enemy of ours." he explained. "He put some kind of toxin into Black Star's lungs which was causing him to laugh uncontrollably. If we hadn't stabilized him, he would have run out of air and died. We're going to put him in the dispensary and let him sleep."

"C-could I stay with him for a while?" Tsubaki implored.

"Of course." said Stein. "But if he wakes up, do not say or do anything to excite him or it could trigger more laughing. It's best that he stays calm and relaxed until the toxin's out of his system, do you understand?"

Tsubaki and Maka nodded.

Tsubaki stayed with Black Star in the dispensary over night and in the morning, he awoke, seemingly normal.

"Hey…how long you been there?" he muttered.

"I just wanted to make sure you were okay." Tsubaki said as gently as she could. "Please don't run off without me like that again."

"Yeah…okay…I'm sorry…" he yawned. "It was my last chance to do something really stupid."

Tsubaki planted a kiss on Black Star's forehead and left for Phasmology class.

"Before we begin, I have something important to tell you." said Stein. "Two old enemies of the academy have returned and are causing trouble. One is Jonathan Crane; he was once a professor here. The other is his meister; he goes by the name Joker. Both are very dangerous and unpredictable, I don't want any of you to go looking for them. Are we clear?"

Everyone nodded.

"I mean it."

Stein's eyes seemed to be focused on Maka and Soul.

"By the way, does anyone know where Kim and Jacqueline are?"

"I think they went on a mission." said Ox.

"Did they mention which one?" Stein inquired.

"No, sir."

"Well, when they get back, I want whoever sees them to warn them immediately."

* * *

Kim slowly made her way through a decrepit old manor near Salem. At her side was her closest friend and faithful partner, Jackie. Jackie was one of the few people who knew that Kim was really a witch; she even accompanied her to the witches' masses.

"You ready, Jackie?" Kim whispered.

Jackie smiled and nodded.

According to legend, a curse befell the family that lived in this manor and they all mysteriously died. Kim and Jackie's job was to investigate supernatural activity, but it paid to be ready for anything. The dozens of jack o' lanterns on the back porch suggested that someone may be dwelling here. As soon as they reached the top of a staircase though, a small trap-door opened and Jackie fell through and the trap door closed before Kim could make a move to prevent it. Kim pounded and stomped on the floor, but was unable to break through. Her first thought was to get out of the manor and get help, but she couldn't leave Jackie here. She couldn't bear the thought of losing her. She staggered through a corridor until she ran into someone she never expected to see here, it was Maka! She was armed with Soul and her expression was livid.

"Maka…you…gotta…help me." Kim panted.

"Stay back, witch!" Maka spat, pointing Soul's blade threateningly at her.

Kim gasped and fell back.

"Did you think we wouldn't figure it out?" Maka growled, lifting Soul.

"M-Maka…please…" Kim breathed. "We're friends."

"We could never be friends…" another voice said.

Kim rolled over and saw Kid pointing his guns at her.

"We hunt down and kill your kind…period." he said icily.

"NO!"

She dove forward and rolled past Maka, who nearly cleaved her head off. She ran down the corridor and ducked to avoid a volley of bolts Kid fired at her. She turned for a moment to see if they were perusing her and saw that they were not. When she turned back around though, she came to a screeching halt. She was in the presence of Lord Death himself.

"Time…to pay for your crimes."He hissed.

Before Kim could react, Lord Death reached out and seized her by the throat. He began to squeeze and she thrashed, she wanted to scream, but could not. Finally, she fell in front of a nearby mirror and saw that she was choking herself! She released her own throat and began panting. She began dragging herself back down the corridor, but it seemed to be getting longer. Suddenly the whole place began to shake and the roof was lifted of the manor. The outside of the manor was an inferno and an enormous hooded figure with piercing yellow eyes was towering over it.

"**Where are you, little witch?" **a demonic voice demanded.

Kim dove under a nearby table as the figure's piercing gaze passed over the corridor. She began crawling, ignoring the showers of sparks and embers, not daring to get to her feet.

"**Keep hiding, little witch…I will find you." **said the demonic voice.

Flames began licking Kim's arms and legs. Seeing no other alternative, she got up and ran.

"**I've got you now!"**

Kim leapt forward to avoid being grabbed by the towering figure. She got to the staircase and tumbled down the stairs.

"Kim…Kim…KIM!"

Kim's eyes flew open and she bolted upright. Jackie was holding her and the manor was still ablaze.

"There were so many Kishin-eggs in the basement, I had to set fire to the house." she said.

Kim flung her arms around Jackie and began sobbing. What had happened to her back there?


	5. Chapter 5

Scarecrow peeked outside the old corn silo he had been hiding out in. Any minute now, he expected his partner, Joker to arrive with their newest test subject. Halloween night was just a few nights away, and that was when they planned to make their move on the academy, but Scarecrow had another experiment he wanted to conduct first. After a few minutes, Joker arrived with the Abromovici twins, Sickle and Hammer. Hammer was carrying a heavily sedated prisoner; it was none other than Justin Law, the academy's infamous executioner.

"We bagged em'!" Joker giggled gleefully. "He fell for the ol' fake Joker gag!"

"Excellent!" Scarecrow cackled. "Put him on the table!"

Hammer set Justin on the table and Scarecrow injected a murky black fluid into his neck.

"More fear toxin?" Joker guessed.

"No, something far more dangerous." Scarecrow replied. "This drug permanently erases the subject's fear, and we all know what happens to people who have no fear."

The unconscious Justin gave a slight groan.

"He's waking up." Scarecrow hissed. "Come, we can watch from up there."

Scarecrow and Joker scurried to the top of the silo while the Abromovici twins seized Justin and hurled him out into the mud. They then took cover while he slowly regained consciousness and got to his feet. In the Distance they could hear someone calling his name; they each picked up a pair of binoculars and spotted Maka Albarn making her way down the dirt road toward Justin. She was accompanied by her partner, known only as Soul Eater.

"This should prove interesting." Scarecrow judged. "Rumor has it that Maka is the one who defeated Asura."

"Only cause Asura was an idiot, from what I heard." Joker sneered.

* * *

Maka and Soul trekked down the muddy road about six miles from where contact with Justin was lost. After a few more minutes, they saw him staggering away from an old corn silo.

"Justin!" Maka called. "Over here!"

As soon as she called out, Justin began storming up the road toward them.

"Did you have any luck, Justin?" Maka asked as he approached.

A twisted smile appeared on Justin's face, he gave no answer but made guillotine blades extend from his arms and tried to scissor Maka's head. She gave a startled gasp and ducked. In an instant, Soul was in his weapon form and she leapt away from Justin and caught him.

"What's gotten into you?" she demanded.

"I don't know, but I like it!" Justin snarled. There was a sinister edge to his voice now. "I've been freed from all my fear and I'm not going to kiss up to Death anymore!"

He attempted his _Silver Gun_ technique and Maka flipped to the right to avoid it.

"What do you mean `freed from your fear'?" Maka demanded. "Answer me!"

"No one demands answers from me!" Justin roared. "No one commands me anymore!"

With each passing second, he was becoming increasingly deranged, which became evident in the way he fought, hacking and slashing like an escaped lunatic.

"_Poor bastard…" _Soul thought. _"Musta finally gone off the deep end."_

Justin conjured three blood-red inverted crosses (an effect of the madness, no doubt) and hurled them at Maka, who deflected them just in time with _Figure 6 Hunter._ She then sprinted toward Justin and attempted her _Letter U Hunter,_ but he side-stepped and knocked Soul from her hand. He then morphed his left arm into a shackle and clapped it over Maka's arm, he tried to bring his blade-arm down on her, but she morphed her free arm into a scythe blade and blocked it. She bared her teeth as she struggled against his great strength, but before he could overpower her, Soul crept up behind him and ran him through. Blood spouted from Justin's mouth and Maka backed away as he fell to his knees. He crawled toward her for a moment before collapsing dead in the mud.

"What the hell got into him?" she panted.

"Maybe Crane's behind this." Soul suggested.

That seemed possible. When they inquired about Crane and his partner, Stein did say that they were both adept at chemistry. Maka got out a mirror to contact Lord Death; he needed to know about this at once.

* * *

Scarecrow Joker, and the Abromovici twins quietly slipped away from the scene. The experiment had been completed, Scarecrow's anti-fear serum was a success; unfortunately, it was far too dangerous to use on multiple people. It was time to finish the preparations for their greatest experiment ever. Death City was going to get a Halloween it would never forget!


	6. Chapter 6

All the gas tanks were loaded. The thugs were at their designated positions. Joker and Scarecrow were almost ready to make their grand return to Death City and perform the greatest controlled experiment in mass madness of all time. There was just one more thing Joker needed (just in case things didn't go as they had hoped) and Scarecrow should be returning with it any minute now. He finished packing his most lethal party gag-weapons and sat down to enjoy a cold cherry cola.

* * *

As Maka and Soul returned to the academy, they saw Jackie struggling to get Kim up the steps. They rushed up to inquire what was wrong with her but all Jackie could tell them was that she had been wildly hallucinating. Soul helped Jackie carry Kim while Maka went to retrieve Nygus. It seemed that Kim had been exposed to a hallucinogen invented by Crane. Stein had also been exposed to this toxin, so Nygus knew how to treat it. Before long, Kim was weak but back to her senses.

"I'm glad you're alright, Kim." Maka said with her usually pleasant smile.

"Maka…" Kim said weakly. "There's something I want to tell you…I'm really a…a..."

"A witch, I know." said Maka, her smile not fading.

"Y-you know?"

"Of course." said Maka with a chuckle. "We figured it out a long time ago. I was kind of obvious, actually."

Hearing this seemed to ease Kim's mind quite a bit. Now they could all focus on the two madmen who were causing the academy so much trouble. She went to share her thoughts with Stein, who was becoming increasingly frustrated with the lack of progress they'd made.

"Normal criminals have logical motives, like revenge. But neither Joker nor Crane have made any demands or come after the academy. It makes no sense!"

"What were they like when they were students?" asked Maka.

"Well, Crane wasn't too hard to figure out. He liked scaring other people so he could study them. But Joker…He was always an enigma. Always playing harmful pranks and picking fights…no logic to his behavior whatsoever."

He got up, rotated his neck, and turned his screw.

"I don't like waiting around for them to make their next move, but I don't see any other choice. I've got my students to look after."

Maka was frustrated too. Every year, the Academy had a big Halloween party. She was so looking forward to having Soul play for everyone. She and Marie had planned something extra special for Crona (it was going to be his first Halloween), but she couldn't have fun if she was too busy worrying about those madmen coming to ruin everything.

"Cheer up already." Ox had told her. "Nothing's ever stood in the way of our Halloween before."

"Besides, even scum spend the holidays with their families." Hiro said naively.

"I doubt they have families." Maka said darkly.

"Hey, Maka!"

It was Marie.

"Oh, Miss Marie." Maka said, trying to sound as cheerful as possible.

"Have you seen Crona?"

"Um…no, not today."

"Well, if you see him, tell him his costume's almost ready."

"Okay…"

Marie placed a hand on her shoulder.

"Everything's going to be fine, Maka." She assured her. "Nothing's going to ruin our Halloween. I promise."

Maka smiled, she was worrying too much. There was nothing they couldn't handle after how well they'd handled Arachnophobia and Asura. At least that's what she wanted to believe. It wasn't long before Soul and Blair came to join her.

"Yo, Maka." said Soul. "What are you gonna be tonight?"

"Oh! Uh…I dunno."

Maka hadn't even given any thought as to what she wanted to be this year. In the past, she had been a mini Lord Death, and a super heroine. Soul had been a pirate last year and a vampire the year before.

"What about you, Soul?"

"I'm gonna be the Phantom of the Opera." he said with a smug grin.

"Oh, oh! You can try on some of **my **old costumes!" Blair cried excitedly. "C'mon!"

She grabbed Maka's hand and took her back to her house. She reached into a chest and pulled out a few costumes; she shrunk them a little with her magic and handed them to Maka to try on. Maka stepped out from behind Blair's dressing screen dressed as a vampiress, a cheerleader, and a French maid. Blair thought the costumes were "darling" but Maka thought they were a little too risqué for her. Finally, she emerged in a Sailor Moon Costume which both she and Blair were quite pleased with.

"Aren't you coming?" she asked.

"Sorry, I've already got a party to go to." said Blair.

"Ah, okay. said Maka.

"And **my** Halloween parties have whips, chains, and booze." Blair added with a devilish grin.

"Too much information." Maka replied, her eye twitching a bit.

Maka went to the basketball court to meet the others. Soul was a very creepy, yet suave phantom of the opera. Black Star and Tsubaki were Donald and Daisy Duck (which tickled Maka), and Liz and Patti were bunny girls.

"Hey, where's Kid?" Maka asked.

"Not comin'." Liz sighed. "Says costume parties are beneath him."

Before long, Sid and Stein came to greet them. (both were dressed in their usual attires)

"How come you guys aren't wearing costumes?" Patti asked innocently.

"That supposed to be funny?" Sid growled.

"Funny…?"

"For the love of…we're a mad scientist and a zombie!"

"You're not very creative are you?" Patty asked with a giggle. Sid only grumbled.

"Hey, Stein. Where's Miss Marie?" Maka asked.

"Still getting Crona ready, I think." said Stein. "Well, the party should be starting any minute, shall we?"

"Yeah! I'm gonna eat till I explode!" Black Star barked.

"Imma bob fer apples an' pull some pranks!" Patty cried.

On the way up the steps to the academy, Maka noticed academy agents stationed at the entrance and some were on the roof with telescopes. She smiled with sweet relief. No way was anyone ruining their Halloween.


	7. Chapter 7

The dance hall was packed with students in every costume imaginable! There were angels, devils, baseball players, football players, magicians, wizards, witches, space aliens, clowns, pirates, vampires and so many more. Maka spotted her father in a poncho and sombrero, Nygus, Azusa, and Lord Death (in their usual attires), Ox dressed as a doctor, Hiro dressed as a knight, and Kilik, Fire, and Thunder dressed as a ninjas (to Black Star's slight annoyance). As they mingled, Maka's costume got a lot of compliments and Liz and Patti's costumes made a few heads turn. Maka was surprised to see Mifune show up dressed as Darth Vader with Angela dressed as Princess Leia. Black star went over to clasp hands with Mifune, while Tsubaki gave Angela a great big hug.

"Hey, Maka." said Soul. "I'm gonna play now."

"Oh! Yes, please do!"

Soul strode over to the piano and began playing something sinister, yet appropriately festive. As he played, Maka noticed Patti place a tarantula on Hiro's shoulder. When he finally noticed it, he gave a loud yelp and began dancing around trying to shake it off as dozens of onlookers laughed. Finally it fell off of him and he tried to stomp it, but it was much too quick and scurried out a window.

"_So far, so good…" _she thought as Black Star and Kilik began fighting over a tray of pumpkin cookies.

She looked for Marie and Crona, but there was no sign of either of them, nor of Kim and Jackie. Out of the corner of her eye, she noticed a dark shape in the sky. She turned and her heart gave a jolt when she saw what was approaching the city, it was a large dirigible. It had a purple balloon with an enormous grin painted on it and an orange and black car with a large skull at the front. Suddenly a high, clown-like voice boomed from it, alerting everyone.

"**GREETINGS, DENIZENS OF DEATH CITY AND HAPPY HALLOWEEN! JOKER HERE, AND SCARECROW TOO! THERE IS NO CAUSE FOR ALARM! WE HAVE COME TO BRING LAUGHTER TO YOUR DISMAL CITY!"**

"LAUGHTER…AND FEAR." another voice echoed; an oily and sophisticated voice. "YOU HAVE ALL BEEN CHOSEN TO PARTAKE IN THE GREATEST EXPERIMENT THAT THE WORLD HAS EVER SEEN AND SHOULD FEEL HONORED. PLEASE DON'T TRY TO RUN AWAY…THINGS COULD GET VERY MESSY IF YOU DO."

Thick streams of bright green gas began pouring from the dirigible and fell slowly upon the city like a plague. Slowly but surely, screams and hysterical laughter began erupting from all over the city streets. Lord Death gestured to an enormous mirror hanging on the wall and began monitoring the city. Men and women were scrambling about, trying desperately to get their children indoors as nebulous orange gas began rising from manholes and subway tunnels. Hundreds of pre-Kishins were also prowling the streets and outskirts. Some of them were invading people's homes and chasing them out, while others seemed to be making sure that no one could leave the city. Suddenly, a white, gaunt face appeared in the mirror.

"Hellooo, Lord Death!"

It was a clown in a tacky purple suit and standing next to him was a man in a brown cowl over a burlap jack-o-lantern-like mask, he must have been Crane…or "Scarecrow".

"I know you're watching. How do you like our Halloween surprise so far?" Joker taunted.

"By dawn, every last man, woman, and child outside your precious academy should be infected with either Joker's toxin or mine." Scarecrow declared chillingly. "Feel free to come out and join them."

The dance hall was filled with nervous murmuring and shouts of outrage.

"Or you may stay inside and watch as your once great city tears itself apart from mass madness." Scarecrow added with sinister glee.

"Oh! Oh! I bet some of them will want to fight back! Don't you, Scarecrow?" asked Joker.

"Yes, I have no doubt they will." Scarecrow sneered beneath his mask.

"Stein, ol' buddy! I hope you're watching this! If you are, then don't worry! We're not going anywhere…so get your ass on up here an' stop us! We double dare ya."

As the two madmen cackled, Lord Death deactivated the mirror.

"Everyone!" he announced. "I suggest that anyone who wishes to fight for the safety of our city take a madness suppressant immediately! Azusa, with me! Nygus, with Sid!"

Stein was already armed with Spirit and leaping over the balcony.

"Where are we heading, Stein?" Spirit asked as Stein sprinted away from the academy.

"My lab…" Stein replied through the handkerchief he kept over his nose and mouth. "Remember those rocket-powered shoes I was working on?"

"Yeah, but I thought you said you hadn't properly tested them!"

"You know another way we'll get on that aircraft in time?"

"Not really, no."

* * *

Maka had just taken her madness suppressant and was about to head into the streets of Death City to join the others in the fight while Soul was searching for Kid. She spotted Marie pacing nearby. She was in tears and clearly trying to compose herself. Maka was by Marie's side in a heartbeat.

"What's wrong?" she asked.

"I can't…find him…anywhere…" Marie sobbed.

"C'mon." Maka said, taking Marie's hand. "We'll look for him together."

"Thank you, Maka." Marie breathed.

* * *

Sid made his way toward a subway station with Nygus (in dagger form) safely sheathed. He was hoping that by following the trails of fear gas, he could find the source and prevent any more from being released. He had some grenades tucked into his pockets for when he found the source.

"Wait, Sid!"

Kim and Jacqueline were rushing to catch up with him.

"What are you two doing?"

"Please let us come with you!" Kim implored. "We took our suppressants!"

"Not a chance." Sid replied coldly.

"Sid, we may need all the help we can get." Nygus insisted.

Sid contemplated for a moment.

"Kim, Jacqueline, go find one more meister to help and then catch up to us." he ordered.

The girls nodded and dashed toward the center of the city, where most of the action was. As they ran, they passed dozens of half-crazed citizens who were clawing and trampling each other, scared out of their minds while dozens more were dancing around, tipping buses, throwing things, and laughing like maniacs the whole time. They found Kilik engaging two pre-Kishins, one with a large sword and moldy gauze covering its head and one clad in black leather and dangling chins. Jackie transformed and Kim shot a thick stream of flame, roasting the leather-clad one, while Kilik crushed the sword-wielding one's head, producing a spout of dark green goo.

"Kilik, c'mon!" Kim called. "Sid needs our help."

They raced down the subway tunnels and into Death City's lower levels where Sid had just finished offing four pre-Kishins.

"We're going deep beneath the city," said Sid. "That seems to be where this damned gas is coming from. I don't know what's waiting for us down there, so you two had **better **be ready."

The two young meisters nodded and followed Sid through an opening in the wall. One by one, they descended into some long forgotten catacombs underneath the city.

* * *

Stein rocketed up buildings and across rooftops, laughing in delight.

"I should have come up with this years ago!" He cried.

"You're nuts, Stein!" Spirit raved. "You'll **always **be nuts! But that's just fine!"

"Heh! You're too kind!"

As he was approaching the dirigible, he made one last rocket-powered leap and crashed right through one of the side windows.

"You made it, buddy!" Joker squealed. "I'm so thrilled." he rasped, his voice instantly turning more menacing.

"We'll see how you feel after I've dissected you." Stein growled. "You too, Crane. This ends tonight."

The two madmen only laughed.

"Something you find amusing?" Stein asked.

"Oh, we just love it when the good guys think they can be bad." Joker taunted.

"Bad…or good…doesn't matter. I'm still gonna kill you both here and now."

"Will you really? Well, we'll see…" Joker sneered.

At that instant, Scarecrow transformed into an orange and black scythe with a slightly serrated blade and Joker caught him.

"Let's go! Soul Resonance!" They shouted in unison.

Every window in the car shattered as black-red energy bolts began dancing around Joker.

"WITCH-HUNTER!" Stein roared, sending an azure wave of energy from Spirit's blade.

"JESTER-HUNTER!" Joker shrieked, sending a wave of neon-green energy from Scarecrow's blade.

The two energy waves clashed in the center of the car, creating a deep crack in the floor. Slowly, the car was splitting apart. Stein activated the rocket shoes and took flight through the opening he made.

"Oh no, ya don't!"

Joker grabbed a hold of Stein's ankle with his free hand. Stein twisted and thrashed, trying to shake him off and the two of them landed on the balloon. Stein slipped of the heavy rocket-shoes and sprung to his feet to parry a series of quick slashes from Joker. He attempted a few slashes of his own, but Joker bended, flexed, and flipped away from them. He then jabbed the bottom of Crane's hilt into Stein's kidney. Joker's fighting style was highly unorthodox, and therefore unpredictable. Joker dashed forward and made a few spinning-strikes, which Stein countered and parried, scoring a few deep cuts in Joker's chest. Then Joker did something Stein wasn't expecting; he slammed his palm into Stein's face and discharged his wavelength into him. Stein fell back, groaning in agony. His glasses were shattered and his head felt like it could split open at any moment.


	8. Chapter 8

The streets of Death City were absolute chaos. What few people that were not succumbing to the effects of either of the two gases were being chased out of their own homes. A father was fleeing from his home carrying his daughter with the strength and speed that only a person with someone to protect was capable of. The two pre-Kishins that were chasing him had just about caught up to him when…

"I'm lost, boys. Can someone help a girl?" Liz cooed in her most seductive voice.

The two pre-Kishins whirled around, saw her posing in her bunny-girl outfit and charged toward her making lustful noises. When they were within easy range, she pulled out Patti and dispatched them each with a single head-shot.

"Who needs Kid? We can kick ass without a meister!" she boasted.

"Yeah!" Patti cried in agreement.

* * *

Elsewhere…Kid was not faring nearly as well. Two pre-Kishins were making sport out of tossing him back and forth. One was about to catch him again when Soul flew by and sliced its head off with his blade-arm.

"Been looking everywhere for ya." Soul grumbled.

"Soul, transform. Quickly."

"Huh?"

"Do it!"

Soul did as Kid commanded and Kid caught him and sliced the other pre-Kishin up the middle without too much effort.

"Symmetrical or not, I figure I should wield a scythe at least once in my life."

As more pre-Kishins closed in, Kid seemed to have an intermediate grasp of how to wield a scythe in battle (though he had a habit of flourishing it a little too much). More pre-Kishins joined the fray and Kid began cleaving a path through them, trying to make his way toward Black Star and Mifune (both of whom were engaging no less than four at once).

"Yahoo! How many have you got, Mifune?" Black Star asked excitedly.

"It's not a contest, Black Star." Mifune said irritably.

When every pre-Kishin was in pieces, Kid asked if either of them had seen Liz and Patti.

"I think they were going to the residential district." said Black Star.

Kid thanked his comrade and rushed off to find the girls.

* * *

Kim and Kilik followed Sid cautiously through the catacombs, following the trail of orange gas.

"Hey, Sid. How do you suppose they managed to get their stuff down here without one of us noticing?" Kilik asked.

He got his answer when a dozen men with guns (all of them human) emerged from behind rocks and stalagmites and began firing at them. Kim and Kilik dove into a large crevasse to avoid the volleys of bullets. They were more durable than the average human, but that did not mean that the bullets posed no threat to them. Sid however charged forward like an angry bull and beat every gunman to a pulp. The bullets were nothing more than a nuisance to him.

"You two coming?" he asked impatiently, not bothering to look back and acknowledge them.

They rushed out to join Sid and continued their trek until they got to a large and very old bridge with a roaring black subterranean river below. At the center of the bridge were two large muscular men; one had face paint like a clown and carried a large hammer. The other wore fatigues and carried a large sickle, and both had Kishin-egg souls.

"I shall slice you into pieces, American." the sickle-wielding thug snarled.

"Get going!" Sid called as he engaged the thugs.

Kim converted Jackie to her flight mode; Kilik grabbed a hold of her and they rocketed across the chasm while Sid was wrestling with the thugs. When they landed on the other side, they didn't dare look back, lest they be tempted to go back and help Sid. They kept running until they reached a large machine that was releasing the gas and pumping something into the water. They could do nothing about the gas that was already on the surface, but they could at least destroy this machine.

"Alright…let's do this."

Kilik began focusing his and his weapons' wavelengths to use his powerful _Aphex Twin _technique. While Kim unleashed a thick torrent of flame from Jackie and heated up the machine. Slowly the gears were starting to melt. Finally, Kilik launched himself forward and slammed Pot of Fire and Pot of Thunder into the machine. There was a blinding flash of blue-white light and the machine exploded and the gas slowly dissipated. They headed back toward the bridge and saw that the two thugs were overpowering Sid. They were just about to zoom over and help him when he did something they never would have expected; he took a hand grenade out of his pocket with his free hand, pulled the pin out with his teeth and dropped it onto the bridge. The grenade exploded, shattering the ancient bridge and sending Sid (still clutching Nygus tightly) and both thugs plummeting into the river below. Kim wanted to fly down and look for him, but the cave was starting to shake.

"Sid can take care of himself." said Kilik. "We need to get outta here before we're buried alive!"

He grabbed a hold of Jackie as they rocketed through the catacombs and back to the opening in the subway tunnel. When they returned to the surface, they saw that all the Kishin eggs had been slain and hundreds of people infected with the gas were being subdued and carried away to be treated by doctors and academy agents alike.

"What kind of sick experiment was this supposed to be anyway?" Kilik had to wonder. "All they did was ruin everyone's Halloween!"

* * *

Stein continued to hold his own against Joker's relentless strikes, despite the pain in his skull.

"This sure brings back memories, doesn't it?" Joker taunted.

"Yeah, I remember how much I despised you." Stein spat.

"Oh, come on!" Joker chuckled. "You were just like us, only crazier!"

Stein sensed that much of the chaos in the streets below was starting to die down. The laughing gas from the dirigible was running out and the fear gas seemed to be dissipating.

"Looks like your master plan didn't quite succeed." Stein sneered. "Don't know why you thought challenging the academy was a good idea, but you've failed…again."

"Yeah! Soon you two are gonna be the laughing stock of the underworld!" Spirit jeered.

"Stein…Spirit…" Scarecrow sighed. "You always did have small minds."

"What the hell's that supposed to mean?" Spirit demanded.

"It was never a matter of succeeding or failing. That's why it's called an **experiment**."

"We were just doing what we do best, spread maaadness." Joker added. "We're what you'd call gods of madness."

"You, Joker? A god? Heh! That actually is kind of funny." Stein said sardonically.

"Ya won't be laughing when I rip that screw outta yer head!" Joker spat.

Joker performed his twisted version of _Witch-Hunter_ once again, Stein rolled under it and cast his _Soul Thread Sutures_, binding Joker to the surface of the balloon.

"…The Hell…? This won't stop me!"

Stein began slashing and hammering away at Joker's defenses until finally, he knocked Scarecrow out of Joker's hands and sent him spinning through the air and down into the city below. He was about to deal the finishing blow when Joker clapped his hand against his chest and a stream of green liquid squirted out of the flower he wore on his jacket collar. It hit Stein's arm and sizzled his flesh, it was acid! When Stein's concentration was broken, the sutures wore off and Joker dived off the balloon howling with laughter. Stein dropped Spirit and rolled off the balloon. He grabbed a hold of the damaged car with one hand and caught Spirit with the other. He hung on for a few moments until Spirit pointed out a deep channel that they could drop into. Stein let go and plummeted for a few moments, he took a deep breath and hit the water's surface. He then sank to the bottom, propelled himself back up, and crawled out.

"We should get back to the academy, Stein…or your lab." Spirit advised.

"A little burn's not gonna stop me." Stein swore. "If we could catch either one of them…"

"Stein, you know how those two move. They could be anywhere in the city or they could be long gone. By the time we caught up to them, we'd be in no condition to fight."

Stein tried to use soul perception to locate them, but for some reason, he could not pinpoint either of them. He cursed himself.


	9. Chapter 9

Three days had passed since Joker and Scarecrow's "experiment" and still there was no sign of either of them. Nygus had finally emerged, but Sid and several students were still missing. Hiro, Anya, and several others had died. An estimated sixty civilians were either killed by pre-Kishins or died under the influence of Joker and Scarecrow's toxins. About a dozen more were severely injured and countless others were so badly traumatized that they had to be locked away. Stein had been in his lab for almost three days analyzing samples of the fear gas and the laughing gas. Somehow, those madmen had managed to capture the essence of madness and weaponize it. It was an abomination, but he had to admit it was ingenious. It was about 10:30 PM when his door slowly opened and Marie entered.

"It's not looking good." she said solemnly. "More and more patients are succumbing to the madness. Most of them will probably never be able to function normally again."

"I've been analyzing the toxins and I believe I can produce antidotes for them." said Stein. "Don't worry, Marie. We **can **save this city from madness and we **will **find the missing ones."

"Ughh…Stein…"

It was Lord Death, he was dragging himself into Stein's lab.

"Lord Death!" Stein gasped, rushing toward his boss. "You shouldn't be away from the academy!"

"Someone broke into your office...they left this." Lord Death said, handing a VHS tape to Stein.

A large purple J was inscribed on it. Stein helped Lord Death onto the couch and slid the tape into his VCR. In mere moments, Joker's detestable visage was grinning back at him.

"Stein, ol' buddy, ol' pal! At least, I hope it's you who's watching this. Listen, I'm putting on a little show for you tonight at the old Heracles Theater. It's gonna be a real red-carpet affair, so be sure to look your best! Oh…and feel free to bring Marie…and Maka too. I wouldn't want **them **to miss this. The show begins at midnight…don't be late."

"Bastard." Stein hissed under his breath.

"What will you do, Stein?" asked Lord Death. "If you go, you could be walking right into a trap."

"I wouldn't doubt it to be a trap... that's why I'm going with Marie only." Stein said flatly, a murderous glare on his face.

"I don't think that's wise." said Lord Death.

"Please," Marie began. "We may need Maka..."

"It's likely a trap..." Stein gave the screw in his head a slight turn. "Spotting a trap and avoiding a trap are two different things."

Neither Lord death nor Marie responded.

"That man...he doesn't want just **anyone** to try and stop him... he may not even care whether or not he's stopped. Who knows? What we do know," Stein went on as he threw his lab coat over his shoulders "is that he wants the three of us for some reason. He wants me, you, and Maka."

Marie didn't say a word. She knew he was right. They couldn't allow Maka to be put into whatever danger Joker was planning.

"I won't tell her." Marie said slowly.

Maka, who had been listening by the door the whole time sneaked silently away. She knew they were going to need her.

* * *

Maka was sitting at home alone thinking to herself (Soul was out taking a walk). It had been three days since the two madmen attacked Death City. So many of the citizens were hurt or killed in the chaos. What's more, they got away and were likely planning something else. Feeling her blood boil, she jumped as she heard the mail arrive. Giving herself a mental slap, she went to see what came today. Spotting a package, Maka wondered who it came from. Maybe it was from her mother. Her mood lightening a small bit, she opened it to find a videotape and a small crumpled piece of paper. Straightening it out, she saw it wasn't from her mother...

_**"Looks like you got your mail mixed up, little Maka."**_

Narrowing her eyes, Maka quickly played the tape to see the Joker taunting Stein, telling him to bring her and Marie to meet with him at the old theater. Immediately she took the tape out and ran to meet with Stein, stopping just as she got to the steps of the academy. He'd never take her with him. Not after what happened just days ago. Still, she knew they would need her. Looking down at the tape, Maka knew she had to get it to Stein somehow. Finally, it hit her. She knew what she had to do. Fishing through her handbag, Maka retrieved a purple marker and scribbled a large J on it and sneaked down into the basements of the academy. After avoiding a few teachers here and there, Maka finally made her way to Stein's office. She knew she'd get in serious trouble for this if she was caught, but she didn't have time to worry about that. They could be planning anything. It could even have something to do with Crona's disappearance. Scowling, she broke the window on the door and unlocked it from the other side, laying the tape on his desk and bolting from the room. Somebody was bound to find it...

* * *

Stein and Marie ventured slowly toward the abandoned Heracles Theater. The night was cold and the wind bitter, Maka and Soul snuk behind them through the alleyways. There was still so much lingering insanity in the town that Maka was certain Stein wouldn't be able to pick up on their soul wavelengths. Just as Stein and Marie came to a stop before the decrepit theater, Maka and Soul watched in complete silence. What were they waiting for?

"Get out of here, Maka!" Stein spat, causing the two of them to jump.

Maka and Soul could see his eyes glinting furiously behind his glasses as he turned to face them.

"You didn't really think I couldn't sense you both here, did you?" he added. "You don't understand... he doesn't want to kill you, or me, or Marie. He wants to do something more. He just wants to break us."

Maka opened her mouth to argue, but couldn't think of anything to say. Soul only shook his head and huffed. He was right, they both knew it. Joker was just trying to crawl inside their minds and drive them insane. Just as she was about to turn and leave, however, she remembered Crona. She knew Joker did something to him. Instantly, a white-hot surge of rage shot through her and she roared out, seizing Soul who transformed immediately and charged past Stein (who tried to grab her), straight through the front doors of the theater. Joker was standing on the stage wearing a deep purple tails coat and grinning malignantly.

"Hurry up and take your seat, Maka." Joker instructed. "The show's about to begin."

"Where's Crona?" Maka demanded as Stein rushed in beside her.

"Okay, kiddo!" Joker called out. "You can come out now!"

Stein gasped and Maka choked back a scream when Crona stepped slowly out from behind a curtain. He wore white face paint and had a Glasgow smile carved into his once beautiful face. Slowly, Crona summoned Ragnarok (which was now the size of a claymore) and began to quietly laugh a cold, crazed laugh that sounded frighteningly like Joker's.

Stein clenched his fist so hard that blood began to trickle from it.

"Like the new and improved Crona?" Joker asked in a mocking tone. "It took time, of course...but after a couple days of my special therapy, he opened up quite a bit."

Maka let out an almost primal cry of rage and leaped toward Joker, but Crona shifted in front of him and seized Maka by the throat. Before anyone else could react, Joker whipped out an over-sized revolver and launched a BANG flag out of it which skewered Maka's knee. He then squirted a stream of acid from the flower on his coat at Stein, who rolled away just in time. Crona giggled the whole time.

"You're finished, Stein." Joker rasped, abandoning his clownish voice for a much more threatening one. "The Demon Swordsman is mine and the last thing you hear will be the sound of our laughter."

He then added, in his clownish voice "Make Uncle J proud!"

Crona began to squeeze the life out of Maka as Stein charged toward Joker again, but this time Joker leaped over him, a blade jutted out of the tip of his shoe and he drove it into Stein's back. Stein roared but shook it off, he then retaliated by slamming Marie down on Joker's knee and he let out a high-pitched yelp. He then punched Joker hard in the face and accidentally sent him flying toward Crona. Maka had broken free of Crona's grasp and he tried to skewer her with _Bloody Needles_, but he accidentally skewered Joker instead. Crona seemed to be in such a fit of madness that he didn't even care.

"That's not funny..." Joker wheezed. "...that's not..."

Crona threw Joker aside and started slashing wildly at Maka. Suddenly, he dropped Ragnarok (which disappeared) and began to thrash and spasm. Maka ran over to hold him, but long black claws burst from him fingertips and he slashed her face, forcing her to stand back. What did Joker do to him? After a moment, she shrieked again as copious amounts of black blood began oozing from his mouth and formed a spherical cocoon around him. The cocoon rose centimeters above the ground and an enormous winged Ragnarok burst up from the top. Ragnarok let out a deafening shriek that brought parts of the ceiling crashing down. Both Stein and Maka jumped this way and that, avoiding the falling rubble.

"This isn't good..." Stein growled. "Maka, stay back."

Lunging, Stein struck the mammoth Ragnarok with his _Soul Force_, causing it to roar out loudly and intelligibly.

"Get out of here, Maka! Now!"

As Stein jumped about the mass, Maka watched on.

"Listen to him, Maka!" Soul called. "It's not safe here! He's a full Kishin now-"

"No, Soul! You're wrong!" Maka screeched, her eyes filling with tears. "Crona's still in there! I can feel it!"

"I can too, Maka!" Marie called out.

Both Maka and Soul turned to Stein, who was grappling with the giant abomination. "I can feel him, but something's not right." Stein spat as he tried to hold the giant back as it continued to snarl at them.

"You need to get out of here, I'll try to get through to him-"

"NO!" Maka roared, her face streaming with tears. "You'll need me! I can get through to him, I know it!"

As Maka called to Stein, the mammoth creature stopped its assault and faced Maka, its expressionless face staring into hers.

"CRONA!"

Ragnarok spewed a thick beam of dark energy which would have corroded Maka's head in seconds, had Marie not jumped in front of her and knocked it away with her hammer-hand. It was at that moment that Maka realized that Marie's healing wavelength was the only thing that could possibly save Crona.

"Marie, your wavelength!"

"Huh?"

"Can you do for Crona what you did for me and Stein?"

"I can try!"

Marie leapt onto the giant Ragnarok's shoulder, grabbed Stein and threw him off. When he landed, Maka and Soul grabbed him.

"Marie! MARIE, NO!"

* * *

Maka and Soul dragged the panicked Stein out of the crumbling theater as Marie clung to the roaring Ragnarok. Before she could focus her wavelength though, she was swallowed by the black cocoon. She sunk to the center, where Crona was. She put her arms tightly around him and concentrated only on his wavelength. When she opened her eyes, she found herself in what appeared to be a large circus tent filled with ghoulish decorations. In the center of the room was a small, twisted black cage and inside was a child...a tiny pink-haired boy in a simple black robe. Marie was about to rip the cage open when she sensed a dark presence behind her. She got up and turned to face a tall figure covered from head to toe in black and purple armor and carrying Ragnarok in its sword form. Marie conjured a hammer identical to the one she could morph into and began fending off the figure's thrusts and slashes. The figure then leapt back and conjured three dark orbs and hurled them at her. She batted the orbs away with her hammer and rolled aside as the figure leapt at her. They exchanged strikes and parries for an uncomfortably long time until Marie tossed her hammer high into the air and tackled the figure. She then caught her hammer and struck the figure hard in the head, rendering it idle. She then walked over to the cage, tore it open and gently pulled the little Crona out.

"Please...wake up." she whispered.

In mere moments, her vision was engulfed in white light and when she returned to full consciousness, she was on the floor of the old theater with Crona kneeling beside her. He had wiped the paint off his face, but still had the ghastly scars.

"Miss Marie...are you okay?" he asked in his sweet voice.

Marie could only stare at his defiled face, a tear began welling up in her eye.

Crona reached out and embraced her.

"I like it ever so much...when you were cheerful, Miss Marie."


	10. Chapter 10

Stein watched, exhausted as Marie and the students headed back to the academy. He had searched the rubble hard for Joker's body, but there was no sign of it. In the morning, he would return to look more thoroughly, but he needed rest in the worst way. Satisfied that Marie and the students would be alright for the rest of the night, he dragged himself back to his lab. When he made it back however, he found something unsettling etched into the front door it was a series of numbers:

_13 1 4 14 5 19 19 23 9 12 12 20 5 1 18 20 8 9 19 3 20 25 1 16 1 18 20_

Stein stared at the numbers, unsure what they could have meant. After a minute or two, he decided to try matching each number to its respective letter of the alphabet. When he was finished, he could read a cryptic message into the numbers that filled him with dread. He went inside, slumped onto the couch, and abandoned all hope of getting any sleep tonight.


End file.
